Mellencamp told Mojo magazine December 2008 that this song, "goes back 20 years to an uncle of mine who died of cancer at 58 from smoking." He added: "On his death bed he said, 'I'm an atheist. Do not have a preacher come here and say what a great Christian life I've led. I didn't.' For me that was like, Wow! You gotta be pretty damn sure of yourself or pretty damn stupid to say that. I couldn't figure out which one it was."
In addition to his uncle, Mellencamp lost some other close friends around this time, which prompted him to write the song. Among them were Billboard magazine editor Tim White, and George Green, who co-wrote many of Mellencamp's songs, including "Hurts So Good" and "Rain On The Scarecrow."
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